SPARK VoIP Partner Agreement

PARTNER AGREEMENT

This Partner Agreement (this “Agreement”), effective as of the day of (the "Effective Date"), is entered into by and between SPARK I/T Services, LLC, an Oklahoma Limited Liability Company (hereinafter "SPARK"), and (hereinafter "Partner"), located at , State of , Zip .

RECITALS

WHEREAS, SPARK I/T Services is engaged in the business of, among other things, VoIP services;

WHEREAS, Partner is an experienced and reputable company in the business of providing IT and/or other professional services to third parties; and

WHEREAS, SPARK desires to engage Partner to provide certain services as a referring Partner as set forth in the provisions below; and

WHEREAS, Partner desires to become an authorized referral partner of potential customers of SPARK in exchange for a profit share pursuant to this Agreement;

NOW, THEREFORE, in consideration of these recitals and the mutual covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

I. DEFINITIONS

1.1 "Agreement" means this Partner Agreement, including all exhibits and attachments hereto.

1.2 "Profit Share" means the amount payable to Partner as defined in Section 4.1.

1.3 "Breach" means a material failure to perform any obligation under this Agreement.

1.4 "Termination" means the ending of this Agreement as provided in Section VI.

1.5 "Confidential Information" has the meaning set forth in Section 5.2.

1.6 "Referral Services" means the services provided by Partner as described in Section 3.1.

II. SCOPE OF ENGAGEMENT

2.1 Term. This Agreement shall commence on the Effective Date and continue until __ ("End Date") (the "Initial Term"). At the end of the Initial Term, this Agreement will automatically renew for successive one (1) year periods (each, a “Renewal Term”) unless either party gives written notice of its intent not to renew at least thirty (30) days prior to the expiration of the then-current Term.

2.2 Appointment of Partner. SPARK hereby appoints Partner, and Partner agrees to serve as a non-exclusive independent contractor to refer potential customers to SPARK for SPARK services, including VoIP or other solutions. This Agreement does not restrict either party from entering into similar agreements with other parties.

2.3 Authority and Compliance. Partner warrants that it has the full right and authority to enter into this Agreement and will maintain all necessary consents, approvals, authorizations, qualifications, and registrations to provide the Referral Services in accordance with applicable laws and regulations.

III. PARTNER RESPONSIBILITIES

3.1 Scope of Work. Partner agrees to use its best efforts to refer potential customers to SPARK ("Referral Services"). Partner will use Attachment A, Partner Referral Form, to submit referrals.

3.2 Prohibited Activities.

Partner expressly acknowledges that it may not:

Offer for sale any SPARK services;
Act as an employee or agent of SPARK;
Offer rates, terms, or conditions for SPARK;
Impose any direct or indirect charges on customers relating to SPARK services other than those specifically authorized by SPARK.

Partner shall not:

(i) Engage in telemarketing campaigns to offer SPARK services;
(ii) Use or set up Internet search engines to drive potential customers to Partner’s website or send bulk e-mails (“Spam”) promoting the services;
(iii) Violate state or federal Spam laws;
(iv) Use computerized auto-dialing systems or ‘robocalling’ to reach potential customers.

Partner must refrain from any business practice, promotion, or advertising injurious to SPARK's business or goodwill.

IV. FEES; PAYMENT

4.1 Profit Share. SPARK shall pay Partner a Profit Share for the Referral Services performed in accordance with this Agreement. The Profit Share shall be equal to forty percent (40%) of the Profit generated from the referred customer's payments to SPARK.

4.2 Definition of Profit. "Profit" means the total amount paid by the customer to SPARK for services rendered, less SPARK's direct costs associated with providing those services, including but not limited to cost of goods sold, third-party service fees, and other direct expenses.

4.3 Payment Schedule. SPARK shall pay the Partner the Profit Share on a monthly basis, 30 days in arrears, after SPARK has received payment from the customer. In the event of termination, Profit Share payments will be made in accordance with Section 6.4.

4.4 Calculation of Prorated Payments. In the event of termination for any reason other than a breach by the Partner or SPARK, Profit Share payments will be prorated for the quarter in which termination occurs. The prorated amount will be calculated based on the number of days in the quarter prior to termination relative to the total number of days in the quarter.

4.5 Taxes. Partner is solely responsible for all federal, state, and local taxes arising out of its performance under this Agreement, excluding taxes on SPARK's net income.

4.6 Expenses. Except as expressly set forth in this Agreement, Partner is responsible for all expenses incurred in performing the Referral Services.

4.7 Active Referral Requirement.

a. Partner's right to receive Profit Shares is contingent upon its continued active participation in referring new customers to SPARK.
b. If Partner fails to refer at least one (1) new customer resulting in a completed sale within any consecutive twelve (12) month period, SPARK reserves the right to terminate Partner's eligibility for future Profit Shares upon written notice.
c. Upon termination of eligibility under this section, Partner will continue to receive Profit Shares for customers successfully referred prior to such termination for a period not to exceed twenty-four (24) months from the date of the last successful referral.

V. PRIVACY, CONFIDENTIALITY, AND INTELLECTUAL PROPERTY

5.1 Privacy Agreement. Partner must observe and uphold all of SPARK's privacy policies and procedures. Collection, storage, access to, and dissemination of personal information must comply with applicable privacy legislation.

5.2 Confidential Information.

a. "Confidential Information" includes all information and materials disclosed by or on behalf of SPARK or accessed by Partner in connection with this Agreement, whether oral, written, visual, or electronic.
b. Partner agrees to keep all Confidential Information strictly confidential and not to disclose it to any third party without SPARK's prior written consent.
c. Return or Destruction. Upon termination of this Agreement or upon SPARK's request, Partner shall promptly return or destroy all Confidential Information.

5.3 Intellectual Property Rights. All intellectual property rights related to SPARK’s products and services remain the sole property of SPARK. Partner may not use SPARK’s trademarks, trade names, or logos without prior written consent.

VI. TERM AND TERMINATION

6.1 Termination for Convenience. Either party may terminate this Agreement for any reason upon thirty (30) days' prior written notice to the other party.

6.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party breaches any material provision and fails to cure such breach within fifteen (15) days after receiving written notice.

6.3 Effect of Termination. Upon termination, Partner shall cease all activities under this Agreement. SPARK shall pay any Profit Shares due up to the date of termination, subject to the terms herein.

6.4 Effect of Termination on Profit Share Payments.

In the event of termination, Profit Share payments will be impacted as follows:

a. Termination Due to Breach by Partner. If termination occurs due to a breach by the Partner, no further Profit Share payments will be made effective immediately upon termination.
b. Termination Due to Breach by SPARK. If termination occurs due to a breach by SPARK, Profit Share payments will continue for a period of twelve (12) months following termination.
c. Termination for Any Other Reason. If termination occurs for any other reason, Profit Share payments will be prorated for the quarter in which termination occurs, and no further payments will be due thereafter.

VII. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, government action, natural disasters, or strikes.

VIII. NON-SOLICITATION

8.1 Non-Solicitation of Employees. During the term of this Agreement and for one (1) year thereafter, Partner shall not, without SPARK's prior written consent, directly or indirectly solicit, recruit, or hire any employee or independent contractor of SPARK.

8.2 Non-Solicitation of Customers.

a. Partner shall not, during the term of this Agreement and for one (1) year thereafter, directly or indirectly solicit or attempt to solicit any of SPARK's customers, including customers referred by Partner, to terminate their relationship with SPARK or to provide services that compete with SPARK's services.
b. Specifically, Partner shall not approach any referred customers with the intent to encourage them to change providers or discontinue services with SPARK.

IX. GOVERNING LAW AND DISPUTE RESOLUTION

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to its conflict of laws principles.

9.2 Dispute Resolution.

a. Mediation. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be first submitted to mediation in Muskogee, Oklahoma.
b. The parties agree to participate in good faith in the mediation process and to share equally in its costs.
c. If the dispute is not resolved through mediation within sixty (60) days, either party may pursue any legal remedies available under applicable law.

X. MISCELLANEOUS

10.1 Entire Agreement. This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior agreements.

10.2 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force.

10.3 Assignment. Neither party may assign its rights or delegate its duties without the prior written consent of the other party, except that SPARK may assign this Agreement in connection with a merger, acquisition, or sale of assets.

10.4 Notices. All notices under this Agreement must be in writing and sent to the addresses specified above or to such other address as either party may specify in writing.

10.5 Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.=

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Signed by Robert Allen
Signed On: September 25, 2024

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September 25, 2024 4:23 pm CST

SPARK VoIP Partner Agreement Uploaded by Robert Allen - [email protected] IP 2603:9000:87f0:11f0:1ce:46f6:3451:67ef